KEYCORP /NEW/ — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2019-02-17

Reporting Person: Brady Amy G. (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-17	Common Shares	M	20056	—	Acquired	108533	Direct
2019-02-17	Common Shares	F	6341	$17.51	Disposed	102192	Direct
2019-02-18	Common Shares	A	32800	—	Acquired	134992	Direct
2019-02-18	Common Shares	F	10438	$17.51	Disposed	124554	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-17	Restricted Stock Units	$	M	4684	Disposed		Common Shares (4684)	Direct
2019-02-17	Restricted Stock Units	$	M	6687	Disposed		Common Shares (6687)	Direct
2019-02-17	Restricted Stock Units	$	M	3780	Disposed		Common Shares (3780)	Direct
2019-02-17	Restricted Stock Units	$	M	4906	Disposed		Common Shares (4906)	Direct
2019-02-18	Restricted Stock Units	$	A	31982	Acquired		Common Shares (31982)	Direct
2019-02-18	Option to Buy	$17.51	A	45602	Acquired	2029-02-18	Common Shares (45602)	Direct

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: Includes approximately 366 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between June 2018 and February 2019.

F3: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 15, 2016.

F4: The restricted stock units, granted on February 16, 2015, vested in four equal annual installments ending on February 17, 2019.

F5: Includes approximately 141 dividend-equivalent restricted stock units accrued between March and December 2018.

F6: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F7: Includes approximately 402 dividend-equivalent restricted stock units accrued between March and December 2018.

F8: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F9: Includes approximately 341 dividend-equivalent restricted stock units accrued between March and December 2018.

F10: These restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F11: Includes approximately 590 dividend-equivalent restricted stock units accrued between March and December 2018.

F12: These restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F13: The options to buy, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.